A cross-purchase buy-sell agreement is a written and binding agreement wherein each business partner or shareholder individually agrees to purchase the interest of a partner/owner if one of the conditions that triggers the agreement occurs.
Triggering events generally include the death, disability or retirement of a business owner or otherwise sale of a shareholder’s interest. The agreement outlines the terms of the sale and establishes a formula for determining the actual sales price of the stock based on the company’s valuation.
It also obligates the remaining business owners to buy the departing owner’s shares of the company based on each owner’s individual percentage of interest outlined in the agreement. As part of the agreement, the departing shareholder, or her heirs, is also obligated to sell her interest in the company.
With a cross-purchase plan, the company is not a party to the agreement.
How Does a Cross-Purchase Life Insurance Work?
We identified cross-purchase life insurance as an optimum vehicle for funding any buy-sell plan. To do this, each business owner purchases a policy on the life of each of the other owners in an amount equaling their share of the purchase price of the insured owner’s interest.
Each business owner is the policy owner and beneficiary of each of the policies on the lives of the other owners. In the event an owner dies, the remaining business owners receive the proceeds of the life insurance policies and use these proceeds to purchase the deceased owner’s business interest at a previously agreed-upon price.
When a deceased owner’s interest is purchased, the surviving owners generally receive a “step up” in the cost basis of their business interest while the former owner’s estate receives instant liquidity at a fair market value for their business interest.
Advantages of Cross-Purchase Buy-Sell Plans
A properly drafted cross-purchase buy-sell agreement that is funded with life insurance will have the following advantages.
- Creates a directive for a smooth business transition in the event of an unforeseen death.
- Creates an instant market for the business at a pre-arranged fair market value.
- Remaining owner’s receive an increase or “step up” in their cost basis equal to the price of the shares purchased.
- May establish a usable fair market value for the business for estate tax purposes.
- Policy proceeds and cash values are not accessible by the creditors of the business.
- There are no dividend issues with cross-purchase plans.
- Life insurance proceeds received by the business owners are not subject to corporate taxation nor will they increase the alternative minimum tax liability.
- Provides liquidity for the deceased owner’s estate.
Disadvantages of Cross-Purchase Buy-Sell Plans
The disadvantages of cross-purchase buy-sell agreements include:
- Life insurance policies are not owned by the business so any cash values cannot be considered company assets.
- Depending on the varying ages of the business owner’s actual premium payments may vary greatly.
- Some policies may lapse if the business owner doesn’t keep up with premium payments.
- Requires more policies that a stock redemption plan therefore is more difficult to administer. If more than 3 owners, the number of policies required may get excessive. For example, if there are 5 business owners, 20 policies will be required.
- Policy cash values are subject to the personal creditors of the business owner.
Cross-Purchase Buy-Sell Agreements and Taxes¹
Tax issues concerning cross-purchase life insurance plans include:
- Life insurance policy premiums are not tax deductible to the business owners.
- Any death benefit proceeds received by a business owner are received income tax free.
- If the business is properly valued, the value defined in the buy-sell may likely be binding when calculating the estate tax value for income and estate tax purposes.
- Once a deceased owner’s shares are purchased, the remaining owner’s receive an increase or “step up” in their cost basis equal to the price of the shares purchased.
Effective business planning using a properly funded buy-sell agreement will guarantee that a business has a smooth transition in the event that a business owner dies or is disabled. The costs associated with implementing a cross-purchase life insurance plan is minimal compared to the potential headaches associated with failing to have one. A cross-purchase buy-sell agreement may be just the solution to assure that your company is not severely impacted by an unforeseen death or disability of a business partner.
For questions regarding how these plans work or key man insurance costs, call MEG Financial today at (877) 583-3955. A licensed insurance agent can personally review your circumstances and help you uncover potential options for your business.
¹ Neither MEG Financial nor any of its licensed agents provide legal or tax advice. Please consult your CPA or tax advisor for tax questions relating to your specific circumstances.